NAZARETH NATIONAL BANK

                    DIRECTORS' DEFERRED COMPENSATION PLAN #2




















October 1, 1985



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                                TABLE OF CONTENTS


                                                                          Page

1. Definitions                                                              1

2. Participant Compensation Deferral                                        4

     2.1   Eligibility                                                      4

     2.2   Participation                                                    4

     2.3   Form of Deferral; Deferral Amounts                               5

     2.4   Election to Defer Irrevocable                                    5

3. Benefits                                                                 6

     3.1    Termination Benefits                                            6

     3.2    Survivorship Benefits                                           8

     3.3    Recipients of Payments: Designation of Beneficiary              8

4.       Administration and Interpretation of the Plan                     10

5. Claims Procedure                                                        11

6. Review Procedure                                                        11

7. Funding                                                                 12

8. Assignment of Benefits                                                  12

9. Directorship Not Guaranteed by Plan                                     13

10. Taxes                                                                  13

11. Amendment and Termination                                              13

12. Misrepresentations                                                     13

13. Tax Consequences                                                       14

14. Miscellaneous                                                          14




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                             NAZARETH NATIONAL BANK
                             ----------------------

                      DIRECTORS' DEFERRED COMPENSATION PLAN


         NAZARETH NATIONAL BANK a banking organization organized and existing
under the laws of the United States (the "Bank") hereby establishes this
Directors Deferred Compensation Plan (the "Plan"), effective as of October 1,
1985 ("effective date"), for the purpose of promoting in the members of its
Board of Directors the strongest interest in the successful operation of the
Bank and to provide benefits upon termination of service for any reason,
including death or disability.

1. Definitions.

          A. Actual Deferrals - "Actual Deferrals" shall mean all amounts which
have been subtracted from the Participant's Compensation pursuant to Section
2.2a, below.

          B. Administrative Committee - "Administrative Committee" shall mean
the committee appointed pursuant to Section 4 of the Plan.

          C. Age - "Age" shall mean the age of the person as of his last
birthdate.

          D. Benefit Schedule - "Benefit Schedule" shall mean the separate
schedule setting forth the Participant's benefits under the Plan.

          E. CEO - "CEO" shall mean the chief executive officer of the Bank or
the senior full-time officer of the Bank who is a director.

          F. Compensation - "Compensation" shall mean Fees and, in the case of a
Participant who is also a Key Executive, Salary.

          G. Deferral Period - "Deferral Period" shall mean the 4-year period
which Compensation is being deferred pursuant to the Participant's Deferred
Compensation Agreement and Section 2, below. The Deferral period shall commence
on the first day of the Plan Year coincident with or next following the
execution of the Deferred Compensation Agreement.

          H. Deferred Compensation Agreement - "Deferred Compensation Agreement"
shall mean a written agreement between a Director and the Bank, whereby the
Director agrees to defer a portion of his Compensation and the Bank agrees to
make benefit payments, both in accordance with the provisions of the Plan.

          I. Director - "Director" shall mean a member of the Board of Directors
of the Bank.



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          J. Disability - "Disability" shall mean a physical or mental condition
of such severity and probable prolonged duration as to render it unlikely, in
the judgment of the Administrative Committee, that the Participant will be able
to resume the duties he was performing for the Bank prior to the onset of the
condition with respect to which such disability is alleged. In making such
determination, the Administrative Committee shall rely upon the judgment of one
or more physicians selected by the Administrative Committee and upon such
evidence as is presented by the Participant. No determination of disability
shall be made if the Participant fails to provide such evidence as is required
by the Administrative Committee and/or fails to submit to examination by the
physician (s) selected by the Administrative Committee.

          K. Fees - "Fees" shall mean all fees earned by a Participant in his
capacity as a Director.

          L. Key Executive - "Key Executive" shall mean (i) the CEO, and (ii)
any other Director who is an employee of the Bank and who is designated as a
"Key Executive" by the Board of Directors of the Bank.

          M. Normal Benefit - "Normal Benefit" shall mean the normal benefit
amount specified in the Benefit Schedule.

          N. Normal Benefit Date - "Normal Benefit Date" shall mean the later of
(i) the first day of the month following the month in which a Participant
reaches age 65, or (ii) the first day of the month following the end of the
Deferral Period.

          O. Participant - "Participant" shall mean a Director who has entered
into a Deferred Compensation Agreement with the Bank.

          P. Plan Year - "Plan Year" shall mean the 12-month period beginning on
the effective date of the Plan and on each anniversary of such date.

          Q. Pre-Termination Survivor's Benefit - "Pre-Termination Survivor's
Benefit" shall mean the pre-termination survivor's benefit amount specified in
the Benefit Schedule.

          R. Salary - "Salary" shall mean the salary earned by a Director in his
capacity as a Key Executive.

          S. Stated Deferral - "Stated Deferral" shall mean the amount of
Compensation the Participant agrees to defer in the Deferred Compensation
Agreement.



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          T. Termination of Service - "Termination of Service" shall mean the
Participant's ceasing to be a Director for any reason whatsoever, voluntary or
involuntary, including by reason of death or disability; provided, however, that
if the Participant is also a Key Executive, Termination of Service shall mean
the Participant's ceasing to be both a Director and an Employee of the Bank.

          U. Vested Percentage - "Vested Percentage" shall mean the percentage
determined under Section 3.1b, below. 2. Participant Compensation Deferral. 2.1
Eligibility.

              All Directors who are age 80 or less shall be eligible to
participate in the Plan.

2.2      Participation.

          a.        Initial Participants. An eligible Director may become a
                    Participant hereunder as of the effective date of the Plan
                    by filing a Deferred Compensation Agreement with the
                    Administrative Committee within the 30-day period
                    immediately preceding such effective date.

          b.        New Participants. A Director who first becomes a Director
                    subsequent to the effective date of the Plan shall be
                    entitled to participate in the Plan commencing with the Plan
                    Year following the Plan Year in which he becomes a Director
                    by filing a Deferred Compensation Agreement with the
                    Administrative Committee no later than the fifteenth day of
                    the month immediately preceding the commencement of such
                    Plan Year.

2.3      Form of Deferral; Deferral Amounts.

          a.        Form of Deferral. The Director shall make the election
                    provided for in Section 2.1b, above, by executing a Deferred
                    Compensation Agreement in the form provided by the Bank. The
                    Deferred Compensation Agreement shall set forth the Stated
                    Deferral which shall be a fixed dollar amount to be
                    subtracted from the Compensation otherwise payable to the
                    Participant during the Deferral Period. The amount specified
                    in the Deferred Compensation Agreement shall be deferred
                    ratably over the Deferral Period and the Participant's
                    Compensation shall be correspondingly reduced.

          b.        Deferral Amounts. A Participant may elect to defer from his
                    Fees earned and payable in each Plan


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                    Year in the Deferral Period up to $6,000. A Participant who
                    is the Key Executive may elect to defer up to $11,000 of his
                    salary earned and payable in each plan year in the Deferral
                    Period. The Administrative Committee may from time to time,
                    in its sole discretion, adjust the amount permitted to be
                    deferred hereunder.

2.4       Election to Defer Irrevocable. A Participant's election to defer
          Compensation shall be irrevocable.

3.        Benefits.

3.1       Termination Benefits.

          a.        Generally. The Bank shall pay to the Participant an amount
                    equal to the product of the Normal Benefit multiplied by the
                    Vested Percentage. The benefit shall be paid over a 15-year
                    period in monthly, quarterly or annual installments as the
                    Administrative Committee, in its sole discretion, shall
                    determine. Except as provided in Section 3.1c, below, such
                    payments shall commence on the first day of the month
                    coincident with or next following the later of the Normal
                    Benefit Date or the Participant's Termination of Service.

          b.        Vested Percentage. The Vested Percentage shall equal 25
                    percent for each Plan Year in the Deferral Period in which
                    the Participant completes his deferrals for such Plan Year,
                    but not more than 100 percent with respect to each Stated
                    Deferral. If a Participant's Termination of Service by
                    reason of Disability occurs during a Plan Year in the
                    Deferral Period, the Participant shall be deemed to have
                    completed the deferrals for such Plan Year. If a
                    Participant's Termination of Service for reasons other than
                    death or Disability occurs in a Plan Year prior to
                    completing the deferrals in such Plan Year, the Participant
                    may contribute to the Bank the amount that otherwise would
                    have been deferred in the balance of such Plan Year. The
                    contribution shall be made within 60 days after the
                    Participant's Termination of Service. Any Participant making
                    such a contribution shall be treated as having completed the
                    deferrals with respect to such Plan Year.

          c.        Early Termination. If a Participant's Termination of Service
                    occurs prior to the Normal Benefit Date, the Administrative
                    Committee, in its discretion but subject to the approval of
                    the Board of Directors, may permit the payment of benefits
                    under Section 3.1a to commence at any time prior to the
                    Normal Benefit Date, provided, however, that the benefits
                    calculated under Section 3.1a shall be reduced at the
                    annually compounded rate of 12.5 percent from the Normal
                    Benefit Date to the date of actual payment.

          d.        Incomplete Deferrals. In addition to the benefit payable
                    under Section 3.1a or Section 3.1c, above, if a
                    Participant's Termination of Service for reasons other than
                    death or





                                      -5-
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                    Disability occurs during a Plan Year and prior to completing
                    the deferrals with respect to such Plan Year, and if the
                    Participant does not contribute the remaining deferrals for
                    such Plan Year as described in Section 2.2b, above, the Bank
                    shall pay to the Participant his Actual Deferrals for such
                    Plan Year, together with interest compounded annually on
                    such amounts at the rate of 6 percent per annum. The Bank
                    shall pay such amount in a single payment within 60 days
                    after the Termination of Service.

3.2       Survivorship Benefits.

          a.        Death Prior to Commencement of Normal Benefits. If a
                    Participant dies prior to receiving any Normal Benefit
                    payments, the Bank shall pay to the beneficiary the
                    Pre-Termination Survivor's Benefit specified in the Benefit
                    Schedule. Such benefit shall be paid over a 15 year period
                    in monthly, quarterly, or annual installments as the
                    Administrative Committee, in its sole discretion, shall
                    determine, commencing on the first day of the month
                    coincident with or next following the Participant's death.
                    Payment of the Pre-Termination Survivor's Benefit shall
                    relieve the Bank of the obligation to pay any other benefits
                    under the Plan.

          b.        Death After Commencement of Benefits. If a participant dies
                    after commencement of Normal Benefit Payments but prior to
                    receiving all such payments, the Bank shall pay the
                    remaining payments to the Participant's beneficiary at the
                    same time as such payments would have been made to the
                    Participant.

3.3       Recipients of Payments; Designation of Beneficiary.

          a.        Generally. All benefits shall be paid to the Participant, if
                    living. In the event of a Participant's death prior to the
                    receipt of all benefit payments, all subsequent benefits to
                    be paid under the Plan shall be paid to the Participant's
                    beneficiary or beneficiaries. If a beneficiary dies before
                    receiving all the payments due to such beneficiary, the
                    then-remaining benefits shall be paid to the legal
                    representatives of the beneficiary's estate.

          b.        Designation of Beneficiary. The Participant shall designate
                    a beneficiary by filing a written notice of such designation
                    with the Bank in such form as the Bank may prescribe. The
                    Participant may revoke or modify said designation at any
                    time by a further written designation. The Participant's
                    beneficiary designation shall be deemed automatically
                    revoked if the beneficiary predeceases the Participant or,
                    if the beneficiary is the Participant's spouse, in the
                    effect of dissolution of marriage. If no designation is in
                    effect




                                      -6-
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                    when any benefits payable under this Plan become due, the
                    beneficiary shall be the spouse of the Participant or, if no
                    spouse is then living, the legal representatives of the
                    Participant's estate.

          c.        Community Property. If the Participant's Compensation
                    constitutes community property, then any beneficiary
                    designation made by the Participant other than a designation
                    of his spouse shall not be effective if any designation of
                    his spouse shall not be effective if any such beneficiary or
                    beneficiaries are to receive more than 50 percent of the
                    aggregate benefits payable hereunder unless such spouse
                    shall approve such designation in writing.

          d.        Payment to Minors or Incompetents. If a benefit is payable
                    to a minor or person declared incompetent or to a person
                    incapable of handling the disposition of his property, the
                    Bank may pay such benefit to the guardian, legal
                    representative or person having the care or custody of such
                    minor, incompetent or person. The Administrative Committee
                    may require proof of incompetency, minority or guardianship
                    as it may deem appropriate prior to distribution of the
                    benefit. Such distribution shall completely discharge the
                    Administrative Committee and the Bank from all liability
                    with respect to such benefit.

4.        Administration and Interpretation of the Plan. The Board of Directors
          shall appoint an Administrative Committee consisting of 3 or more
          persons to administer and interpret the Plan. Members of the
          Administrative Committee may be Participants. Interpretation by the
          Administration Committee shall be final and binding upon a
          Participant. The Administrative Committee may adopt rules and
          regulations relating to the Plan as it may deem necessary or advisable
          for the administration of the Plan.

5.        Claims Procedure. If the Participant or the Participant's beneficiary
          (hereinafter referred to as a "Claimant") is denied all or a portion
          of an expected benefit under the Plan for any reason, he may file a
          claim with the Administrative Committee. The Administrative Committee
          shall notify the claimant within 90 days of allowance or denial of the
          claim, unless the Claimant receives written notice from the
          Administrative Committee prior to the end of the 90-day period stating
          that special circumstances require an extension of the time for
          decision for an additional period not to exceed 90 days. The notice of
          the Administrative Committee's decision shall be in writing, sent by
          mail to Claimant's last known address, and, if a denial of the claim,
          must contain the following information:



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          a.        the specific reasons for the denial;

          b.        specific reference to pertinent provisions of the Plan on
                    which the denial is based; and

          c.        if applicable, a description of any additional information
                    or material necessary to perfect the claim, an explanation
                    of why such information or material is necessary, and an
                    explanation of the claims review procedure.

6.        Review Procedure. A claimant is entitled to request a review of any
          denial of his claim by the Administrative Committee. The request for
          review must be submitted in writing within 60 days of mailing of
          notice of the denial. Absent a request for review within the 60-day
          period, the claim will be deemed to be conclusively denied. The
          Administrative Committee shall afford the Claimant or his
          representative the opportunity to review all pertinent documents and
          submit issues and comments orally and in writing and shall render a
          review decision in writing all within 60 days after receipt of a
          request for a review, provided that in special circumstances (such as
          the necessity of holding a hearing) the Administrative Committee may
          extend the time for decision by not more than 60 days upon written
          notice to the Claimant. The Claimant shall receive written notice of
          the Administrative Committee's review decision, together with specific
          reasons for the decision and reference to the pertinent provisions of
          the Plan.

7.        Funding. The Bank, in its discretion, may procure as owner and for its
          own benefit insurance on the life of the Participant or any other
          assets in such amounts and in such forms as the Bank may choose. The
          Participant shall have no interest whatsoever in any such policy or
          assets, but at the request of the Bank shall submit to medical
          examinations and supply such information and execute such documents as
          may be required for the Bank to procure any such policy or assets.

                  The rights of the Participant, his beneficiary or his estate
         to benefits under the Plan shall be solely those of an unsecured
         creditor of the Bank. Any insurance policy or other assets required by
         or held by the Bank in connection with the liabilities assumed pursuant
         to the Plan shall not be deemed to be held under any trust for the
         benefit of the Participant, his beneficiary or his estate, or to be
         security for the performance of the obligations of the Bank, but shall
         be, and remain, general, unpledged, and unrestricted assets of the
         bank.



                                      -8-
<PAGE>


8.        Assignment of Benefits. Neither the Participant nor any other
          beneficiary under the Plan shall have any right to assign or transfer
          the right to receive any benefits hereunder, and in the event of any
          attempted assignment or transfer, the Bank shall have no further
          liability hereunder.

9.        Directorship Not Guaranteed by Plan. Neither this Plan nor any action
          taken hereunder shall be construed as giving a Participant the right
          to remain a Director or an employee of the Bank for any period.

10.       Taxes. The Bank shall deduct from all payments made hereunder all
          applicable federal or state taxes required by law to be withheld for
          such payments.

11.       Amendments and Termination. The Board of Directors of the Bank may, at
          any time, amend or terminate the Plan, provided, however, that the
          Board of Directors may not reduce or modify any benefit payable to a
          Participant or beneficiary receiving benefit payments at the time the
          Plan is amended or terminated. If the Plan is terminated and a
          Participant is not then receiving any benefit payments, the Bank shall
          pay to the Participant his Actual Deferrals together with interest
          compounded annually on such amounts at a rate of 6 percent per annum.
          The Bank shall pay such amounts in a lump sum within 60 days of such
          termination.

12.       Misrepresentations. The Participant warrants that all information
          supplied to the Bank in becoming a Participant is accurate and
          complete. In the event the Participant makes or has made any material
          misrepresentation or omission in such information, the Bank's sole
          obligation under the Plan shall be to pay the Participant or his
          beneficiary an amount equal to the Actual Deferrals together with
          interest compounded annually at a rate of 6 percent per annum.

13.       Tax Consequences. The Participant has been advised by the Bank to
          consult his own tax advisor concerning the income and estate tax
          consequences of deferring Compensation and receiving benefits under
          the Plan, and the Bank make no representations or warranties in that
          respect.

14.       Miscellaneous

          a.        Construction. The Plan shall be construed according to the
                    laws of the state of Pennsylvania.



                                      -9-
<PAGE>


          b.        Forms of Communication. Any election, application, claim,
                    notice or other communication required or permitted to be
                    made by a Participant or his beneficiary to the Bank shall
                    be made in writing and in such form as the Bank shall
                    prescribe. Such communication shall be effective upon
                    mailing, if sent by first class mail, postage pre-paid, and
                    addressed to the Bank's office at NAZARETH NATIONAL BANK,
                    NAZARETH PENNSYLVANIA 18064.

          c.        Captions. The captions at the head of a section or a
                    paragraph of this Plan are designed for convenience or
                    reference only and are not to be used to interpret any
                    provision of this Plan.

          d.        Severability. The invalidity of any portion of the Plan
                    shall not invalidate the remainder thereof, and said
                    remainder shall continue in full force and effect.

          e.        Binding Agreement. The provisions of the Plan shall be
                    binding upon the Participant and his heirs, executors and
                    beneficiaries, and upon the Bank and its successors and
                    assigns.

          f.        Terms. Wherever any words are used herein in the masculine,
                    they shall be construed as though they were used in the
                    feminine wherever applicable; and wherever any words are
                    used herein in the singular or in the plural, they shall be
                    construed as though they were used in the plural or the
                    singular, as the case may be, wherever applicable.

                  IN WITNESS WHEREOF, and pursuant to a resolution of the Board
         of Directors of the Bank, the Bank has caused this document to be
         executed by its duly authorized officer effective as of the date and
         year first written above.


                                          NAZARETH NATIONAL BANK

                                          By__________________________
                                          It's Chairman of the Board & CEO

<PAGE>


                                    PLAN #3

                        DEFFERRED COMPENSATION AGREEMENT
                        ---------------------------------

          THIS AGREEMENT, entered into this _______day of ____________, _____,
by and between NAZARETH NATIONAL BANK AND TRUST COMPANY, A Pennsylvania
corporation, having its principal place of business in Nazareth, Pennsylvania
(hereafter called "Bank," and ___________________________(Name) of
_________________________________________________________(Address) (hereafter
called "Director").

                              W I T N E S S E T H:

          WHEREAS, it is the desire of the Bank and Director to enter into an
Agreement whereby the Bank agrees to pay certain deferred compensation benefits
to Director or to his designated beneficiary.

          NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements herein set forth, and for other good and valuable considerations,
the receipt of which is hereby acknowledged, the parties hereto covenant and
agree as follows:

                               * * * * * * * * * *

          1. Director agrees to defer receipt of ______________________($ or %)
of the compensation otherwise payable to him for the calendar year ________and
for future calendar years less the amount required to be deferred under the
defined benefit "Directors' Deferred Compensation Plan" of October 1, 1985 (Plan
#2), and unless an amended written election is filed with the Bank before the
first day of the calendar year. Director agrees that said election to defer
compensation for a calendar year shall become irrevocable on the first day of
such calendar year. As used herein, "compensation" means total fees payable to
the Director for serving on the Board of Directors of the Bank or for serving on
any standing or special committees of the Bank.

          2. Bank agrees to maintain a record of the amount of compensation
deferred by Director and the accumulated interest increments added thereto
quarterly, which record is to be known as Director's "Deferred Compensation
Account." Such Account shall be recorded as an accounting liability of the Bank;
however, in no event shall any assets of the Bank be segregated for the benefit
on the Director, nor shall any funds be disbursed prior to the time of payment
provided for in paragraph 3 herein. Bank agrees to increase Director's Deferred
Compensation Account ("Account") on each March 31st, June 30th, September 30th
and December 31st on which there is any balance in said Account with an interest
increment equal to the average interest rate payable by the Bank during current
calendar quarter on Individual Retirement Accounts under its variable 18-month
Certificates of Deposit multiplied by the balance in the Director's Deferred
Compensation Account at the beginning of the respective



<PAGE>


calendar quarter. Bank agrees to notify Director of the balance in his Account
as of each December 31st.

          3. Subject to Paragraph 4, the amount standing to a Director's
Deferral Account shall be distributed to the Director as provided in Paragraph
(a), (b), (c), (d) or (e), as elected below

ELECTION:         (initial desired method)
--------

______            (a) With respect to amounts to which the director has elected
                  to have this Paragraph apply, distribution shall begin at the
                  beginning of the month following termination of the Director's
                  service as a director of the Bank.

______            (b) With respect to amounts to which the Director has elected
                  to have this Paragraph apply, distribution shall begin at the
                  beginning of the first year in which such payment will not
                  cause a reduction in the Director's Social Security benefits.

______            (c) With respect to amounts to which the Director has elected
                  to have this Paragraph apply, distribution shall begin at the
                  beginning of the first month or year following the Director's
                  sixty-fifth (65th) birthday.

______            (d) With respect to amounts to which the Director has elected
                  to have this Paragraph apply, distribution shall begin at the
                  earlier of the times described in Paragraphs (a) and (b).

______            (e) With respect to amounts to which the Director has elected
                  to have this Paragraph apply, distribution shall begin at the
                  earlier of the times described in Paragraphs (a) and (c).

If the amount in the Deferral Account is less than $10,000, the balance shall be
paid in a single installment.

          4. Bank agrees to make Deferred Compensation Payments to Director or
his beneficiary in substantially equal annual installments as of January 1 of
each calendar year in such amounts as may be expected to deplete Director's
Deferred Compensation Account over a period of ______ (five [5] - ten [10]
years). During Director's lifetime, payments shall be made to Director. In the
event of the Director's death, payments shall be made to Director's named
beneficiary. The unpaid balance shall be increased by an interest equivalent as
provided in Paragraph 2.

          5. It is agreed that neither Director, his personal representative,
his heirs, nor his beneficiary shall have any right to commute, sell, assign,
transfer or otherwise convey the right to receive any payments hereunder, which
payments and the right thereto are expressly declared to be non-assignable and
non-transferable, and in the event of any attempted assignment or transfer, the
Bank shall have no further liability hereunder. A Director's rights





<PAGE>

to amounts in his Deferred Compensation Account are no greater than a general
creditor of the Bank.

          6. This Agreement shall be binding upon the parties hereto, their
successors, heirs and personal representatives.

          7. During the lifetime of Director, this Agreement may be amended or
revoked at any time or times, in whole or in part, by the mutual written
agreement of Director or Bank. However, no amendment shall be effective with
respect to the event triggering payment of amounts previously deferred under
Section 3 or the manner of payment of such amounts as designated in Section 4.
Director shall have the right to name the beneficiary hereunder by written
notice to the Bank.

          8. This Agreement shall be executed in duplicate, each copy of which,
when so executed and delivered, shall be an original, but both copies shall,
together, constitute one and the same instrument.

                               * * * * * * * * * *

     IN WITNESS WHEREOF, the Director and Bank, intending to be legally bound
hereby, have executed this Agreement the day and year first above written.



ATTEST:                    NAZARETH NATIONAL BANK AND TRUST COMPANY
                                     (B a n k)




_________________________  By ___________________________________________


(CORPORATE SEAL)




WITNESS:



---------------------------         -------------------------------------
                                        (Director)



<PAGE>


                    NAZARETH NATIONAL BANK AND TRUST COMPANY

                                   ADDENDUM TO

                         DEFERRED COMPENSATION AGREEMENT




         The beneficiary designated under the Agreement is


--------------------------------------------, ---------------------------------
                 (Name)                                 (Relationship)





__________________             By:_____________________________________________
         Date                                                     Director